The opinion of the court was delivered by: JOHN C. LIFLAND
Five separately filed lawsuits have been consolidated under Jack LaLanne Fitness Centers, Inc. v. Jimlar, Inc., 884 F. Supp. 162, 1995 U.S. Dist. LEXIS 6075, No. 94-3418. The controversy revolves around a series of eight leases entered into by plaintiffs Jack LaLanne Fitness Centers, Inc. ("Jack LaLanne"), Holiday Health Clubs and Fitness Centers, Inc. ("Holiday"), and Scandinavian Health Spa, Inc. ("Scandinavian") as Tenants and defendants Jimlar, Inc. ("Jimlar") and European Health Spas, Inc. ("European") as Landlords. These eight leases involve property located in four different states: New Jersey, Colorado, Ohio, and New York. All of these actions seek a determination of the parties' rights and obligations under certain provisions of the leases. The parties have stipulated that such provisions are identical in all material respects. (Stipulation and Order, p. 2.) Each of the consolidated lawsuits focuses on the ability of the defendant-Landlords to enforce a retroactive rent adjustment provision contained in all eight of the leases.
The procedural history of this case, in abbreviated form, is as follows. On July 18, 1994, the plaintiff-Tenants filed four separate lawsuits in the four jurisdictions where the properties are located, seeking declaratory judgments. All of these complaints dealt with the retroactive rent adjustment provision of the leases. On July 22, 1994, the defendant-Landlords filed a separate breach of contract action. Five of the six counts contained in this complaint stemmed from the retroactive rent adjustment controversy. The sixth count dealt with the alleged failure of the Tenants to maintain the premises. Eventually all of these lawsuits were consolidated before this Court.
The Tenants now argue that the Landlords' claims contained in their July 22, 1994 complaint should be dismissed as those claims are compulsory counterclaims not raised in the Landlords' answers to Tenants' four previously-filed actions.
Rule 13(a) provides in relevant part:
Compulsory Counterclaims. A pleading shall state as a counterclaim any claim which at the time of serving the pleading the pleader has against any opposing party, if it arises out of the transaction or occurrence that is the subject matter of the opposing party's claim and does not require for its adjudication the presence of third parties of whom the court cannot acquire jurisdiction.
A claim is a compulsory counterclaim if it bears a logical relationship to an opposing party's claim.
A counterclaim is logically related to the opposing party's claim where separate trials . . . would involve a substantial duplication of effort and time by the parties and the courts. Where multiple claims involve many of the same factual issues or the same factual and legal issues, or where they are offshoots of the same basic controversy between the parties, fairness and considerations of convenience and of economy require that the counterclaimant be permitted to maintain his cause of action.
Great Lakes Rubber Corp. v. Herbert Cooper Co., 286 F.2d 631, 634 (3d Cir. 1961) (quoted in Beard v. Braunstein, 914 F.2d 434, 442, n. 13 (3d Cir. 1990)). As indicated above, with the exception of the Tenants' alleged failure to maintain the premises, the claims raised in the Landlord's July 22, 1994 complaint arise from the same set of facts and legal issues involved in the Tenants' four separate complaints. Therefore, five of the Lanlords' counts are compulsory counterclaims. However, the Landlords argue that even though its claims are ...